Defaulting Member. The term “
Defaulting Member. (a) Except as expressly provided in the Delaware Act, whenever the vote, consent or decision of a Member or of the Members is required or permitted pursuant to this Agreement, any Defaulting Member shall not be entitled to participate in such vote or consent, or to make such decision, and such vote, consent or decision shall be tabulated or made as if such Defaulting Member were not a Member.
(b) A Defaulting Member shall remain obligated from and after such Default to make Capital Contributions in accordance with Article III.
Defaulting Member. A Member who fails to pay all amounts then due from that Member under this Agreement.
Defaulting Member. Defaulting Member has the meaning set forth in Section 4.3(b).
Defaulting Member. The failure of a Member to make any Required Additional Capital Contribution or Requested Additional Capital Contribution (a “Defaulting Member”), in accordance with the provisions of this Agreement and as set forth in the applicable notice to such Member, shall give the non-defaulting Member (the “Non-Defaulting Member”) the right (but not the obligation) to make a Failed Contribution Company Loan as described in and in accordance with Section 3.3. In the event that a Member fails to make any Required Additional Capital Contribution pursuant to Section 3.2(a)(i)-(v), the Company may pursue and enforce all rights and remedies the Company may have against such Defaulting Member with respect thereto, including commencing a lawsuit to collect the overdue amount and any other amount due to the Company with interest calculated thereon at a rate equal to the Base Rate plus five percentage points per annum (computed on the basis of a 360-day year and actual days elapsed, compounded monthly on the first day of each calendar month). The failure of a Member to make a Requested Additional Capital Contribution pursuant to Section 3.2(b) or a Required Additional Capital Contribution pursuant to Section 3.2(a)(vi) or (vii) shall not constitute a default or breach by the Defaulting Member under this Agreement.
Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a).
Defaulting Member. 3.6.1 In the event any Member shall, in the Manager’s reasonable judgment, breach Article VII of this Agreement with respect to the transferability of Interests, or violate Applicable Laws that govern the sale, issuance and ownership of securities in any Series of the Company (each an `Event of Default`), then such Member shall be a `Defaulting Member`, and, except as may be determined by the Manager in its discretion, some or all of the following provisions of this paragraph 3.6 shall apply:
(a) Without the Consent of the Manager, which may be given or withheld in the Manager’s sole discretion, such Defaulting Member: (i) shall not be entitled to Transfer any of such Defaulting Member’s Interests in the Company; (ii) shall not be entitled to participate in Investments made by the Company prior to or after such Event of Default for any Series in which such Defaulting Member holds an Interest, and shall not be entitled to any distributions with respect to such Investments; (iii) shall lose its right, if any, to participate in any Consent of the Members for any Series or for the Company; and (iv) shall lose its right to obtain information distributed to Members regarding the Company and its affairs, other than the information pursuant to paragraph 12.4.
(b) The Manager shall have the right, in its sole discretion, to cause such Defaulting Member to Transfer its Interest in the Company effective upon five (5) days’ written notice (without regard to the provisions of paragraph 7.1), to any Person, including, without limitation, the Manager or any of its affiliates or appointees, for a transfer price equal to such Defaulting Member’s Capital Account balance for each applicable Series reduced, in the discretion of the Manager, by an amount up to seventy-five percent (75%). Additionally, the Defaulting Member shall in all instances pay the expenses incurred by the Company in connection with any such Transfer. Alternatively, the Manager shall have the right, in its discretion, to reduce the Capital Account balance of the Defaulting Member for the applicable Series by an amount up to seventy-five percent (75%) and reapportion such amounts among the other Members for the applicable Series (except any other Defaulting Member) in proportion to their Percentage Interest.
Defaulting Member. For the purposes of implementing the provisions contained in this Agreement, the “Defaulting Member” shall be (i) in the case of an Event of Default referenced in Section 10.01(a)(i), the Member whose action or inaction caused or resulted in the Material Breach; and (ii) in the case of an Event of Default referenced in Section 10.01(a)(ii), (iii) or (iv), the Member who is the subject of such court decree or order, has instituted such proceedings or filed such petitions, or is insolvent, etc. The “Non-Defaulting Member” is the Member that is not the Defaulting Member.
Defaulting Member. Notwithstanding anything to the contrary in this Article 7, if the Percentage Interest of a Defaulting Member is less than ten percent (10.0 %), the business of the Members Committee, including the scheduling of meetings and the taking of action, shall be conducted or determined solely by the Representatives designated by the non-Defaulting Member and the presence of or participation of the Representatives designated by the Defaulting Member shall not be required, including for decisions that require unanimous approval, other than actions described in Section 7.9(a) hereof. Execution Copy Northern Pass LLC Operating Agreement
